A letter of intent or term sheet is quite common but is not required. Parties can agree on whether the letter of intent or term sheet will be binding. It is quite common for the letter of intent, or term sheet, to be non-binding, except for a few crucial provisions, e.g., exclusivity, confidentiality etc.

• Exclusivity: Depending on the size of the transaction, it is fairly common to have an exclusivity provision in a term sheet.
• Break fee: It is not common to have a break fee provision in a term sheet.
• Confidentiality: It is common to have confidentiality provisions in a term sheet.

Where the parties need to exchange confidential information prior to the discussion and negotiation of the letter of intent, or term sheet, they may wish to enter into a separate confidentiality agreement before the letter of intent, or term sheet, is signed.

If confidentiality, exclusivity and break fee(s) provisions have been included in the letter of intent, or term sheet, it is uncommon to have separately negotiated agreements on these matters prior to the definitive agreements stage.

The definitive agreements, e.g., the share purchase agreement, may include these sorts of provisions again to deal with the position post-signing.

There is a general provision under Thai law that every person must, in the exercise of their rights and in the performance of their obligations, act in good faith. The amount of damages that may be awarded for breach of this duty will be subject to the determination of the Thai court.